Common use of Parachute Payment Clause in Contracts

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement ("Payment") would (i) constitute a "Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's receipt, on an after-tax basis, of the greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.

Parachute Payment. (a) If any payment or benefit the Executive would receive pursuant to under this Agreement or otherwise in connection with a Change of Control, as defined herein ("Payment"the “Total Payments”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Total Payment shall be reduced equal to the Reduced Amount. The "“ Reduced Amount" ” shall be either (x) the largest portion of the Total Payment that would result in no portion of the Total Payment being subject to the Excise Tax or (y) the largest portion portion, up to and including the total of the Total Payment, which such whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment economic benefit notwithstanding that all or some portion of the Total Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" Payments is necessary so that the Total Payment equals the Base Reduced Amount, reduction shall occur in the Payments manner that results in the greatest economic benefit for the Executive. In applying this principle, the reduction shall be reduced on made in a nondiscretionary basis in such a way as manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are but payable at different times they times, such amounts shall be reduced on a pro rata basisbasis but not below zero.

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement ("“Payment"”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code (the "“Code"”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "“Parachute Payments" ” is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.

Parachute Payment. (a) If any payment or benefit the Executive would receive pursuant to under this Agreement or otherwise ("Payment"the “Total Payments”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Total Payment shall be reduced equal to the Reduced Amount. The "“ Reduced Amount" ” shall be either (x) the largest portion of the Total Payment that would result in no portion of the Total Payment being subject to the Excise Tax or (y) the largest portion portion, up to and including the total of the Total Payment, which such whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment economic benefit notwithstanding that all or some portion of the Total Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" Payments is necessary so that the Total Payment equals the Base Reduced Amount, reduction shall occur in the Payments manner that results in the greatest economic benefit for the Executive. In applying this principle, the reduction shall be reduced on made in a nondiscretionary basis in such a way as manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are but payable at different times they times, such amounts shall be reduced on a pro rata basisbasis but not below zero.

Parachute Payment. (a) If any payment or benefit the Executive would receive pursuant to under this Agreement or otherwise in connection with a Change in Control, as defined herein ("Payment"the “Total Payments”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Total Payment shall be reduced equal to the Reduced Amount. The "“ Reduced Amount" ” shall be either (x) the largest portion of the Total Payment that would result in no portion of the Total Payment being subject to the Excise Tax or (y) the largest portion portion, up to and including the total of the Total Payment, which such whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment economic benefit notwithstanding that all or some portion of the Total Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" Payments is necessary so that the Total Payment equals the Base Reduced Amount, reduction shall occur in the Payments manner that results in the greatest economic benefit for the Executive. In applying this principle, the reduction shall be reduced on made in a nondiscretionary basis in such a way as manner consistent with the requirements of Section 409A of the Code, and where two economically equivalent amounts are subject to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are but payable at different times they times, such amounts shall be reduced on a pro rata basisbasis but not below zero.

Parachute Payment. If any payment or benefit the Executive Officer would receive pursuant to this Agreement a Change in Control or otherwise ("“Payment"”) would (i) constitute a "Parachute Payment" “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion portion, up to and including the total, of the Payment, which such whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's Officer’s receipt, on an after-tax basis, of the greatest amount of the Payment greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" “parachute payments” is necessary so that the Payment equals the Base Reduced Amount, the Payments reduction shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction occur in the manner that results in the greatest economic value deliverable to Executivebenefit for Officer. Where If more than one payment has method of reduction will result in the same value for this purpose and they are payable at different times they shall economic benefit, the items so reduced will be reduced on a pro rata basisrata.

Parachute Payment. If any payment or benefit the Executive CDO would receive pursuant to this Agreement ("“Payment"”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "“Code"”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced equal to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion portion, up to and including the total of the Payment, which such whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's CDO’s receipt, on an after-tax basis, of the greatest amount of the Payment economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" Payments is necessary so that the Payment equals the Base Reduced Amount, the Payments reduction shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction occur in the manner that results in the greatest economic value deliverable to Executivebenefit for CDO. Where If more than one payment has method of reduction will result in the same value for this purpose and they are payable at different times they shall economic benefit, the items so reduced will be reduced on a pro rata basisrata.

Parachute Payment. If (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive would receive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would (i) constitute a "Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (the "Additional Payment") equal to 10% of the amount of such Payment; provided, however, that prior to the payment of the Additional Payment the Certified Public Accountants (as defined in paragraph (iv) below) shall determine if (1) the sum of (x) the Payment and the Additional Payment, minus (y) the amount of the Excise Tax, is less than (2) the maximum amount which may be paid to the Executive without triggering the Excise Tax, and if it is, then such Additional Payment shall not be paid and the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement in connection with the Executive's termination of employment (such payments or distributions pursuant to this Agreement are hereinafter referred to as "Agreement Payments") shall be reduced to the Reduced AmountAmount in accordance with paragraph (ii) below. The For purposes of this paragraph, the "Reduced Amount" shall be either (x) an amount expressed in present value which maximizes the largest portion aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's receipt, on an after-tax basis, of the greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basisCode.

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement a Change in Control or otherwise ("“Payment"”) would (i) constitute a "Parachute Payment" “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion portion, up to and including the total, of the Payment, which such whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" “parachute payments” is necessary so that the Payment equals the Base Reduced Amount, the Payments reduction shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction occur in the manner that results in the greatest economic value deliverable to benefit for Executive. Where If more than one payment has method of reduction will result in the same value for this purpose and they are payable at different times they shall economic benefit, the items so reduced will be reduced on pro rata. In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount as determined pursuant to clause (x) in the preceding paragraph is subject to the Excise Tax, Executive agrees to promptly return to the Company a pro rata basis.sufficient

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement Agreement, any other agreement or arrangement or otherwise ("PaymentPAYMENT") would (i) constitute a "Parachute PaymentPARACHUTE PAYMENT" within the meaning of Code Section 280G of the Internal Revenue Code (the "Code")G, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise TaxEXCISE TAX"), then such Payment shall be reduced to the Reduced Amount. The "Reduced AmountREDUCED AMOUNT" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's receipt, on an after-tax basis, of the greatest greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute PaymentsPARACHUTE PAYMENTS" is necessary so that the Payment equals the Base Reduced Amount, the Payments reduction shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction occur in the economic value deliverable to Executive. Where more than one payment has following order unless the same value for this purpose and they are payable at Executive elects in writing a different times they order (provided, however, that such election shall be reduced on a pro rata basis.be

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement ("Payment") would (i) constitute a "Parachute Payment" within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then such Payment shall be reduced to the Reduced Amount. , The "Reduced Amount" shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's receipt, on an after-tax basis, of the greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. , If a reduction in payments or benefits constituting "Parachute Payments" is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement ("“Payment"”) would (i) constitute a "Parachute Payment" “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the "“Code"”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "Parachute Payments" “parachute payments” is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.the

Parachute Payment. If Notwithstanding any payment provision of this Agreement to the contrary, in the event that any amount or benefit the to be paid or provided to Executive would receive pursuant to under this Agreement ("Payment") would (i) constitute or otherwise constitutes a "Parachute Payment" “parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentenceprovision, would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax")Code, then such Payment the totality of those amounts shall be reduced either: (a) delivered in full, or (b) delivered as to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment that such lesser extent which would result in no portion of the Payment such payments and benefits being subject to the Excise Tax or (y) the largest portion excise tax under Section 4999 of the PaymentCode, which such amountwhichever of the foregoing amounts, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (all computed at the highest applicable marginal rateand any equivalent state or local excise taxes), results in the Executive's receipt, receipt by Executive on an after-tax basis, of the greatest amount of the Payment such payments and benefits, notwithstanding that all or some portion of the Payment such amount may be subject taxable under Section 4999 of the Code. Any reduction of any amount required by this provision shall be made in accordance with Section 409A of the Code and shall occur in the following order: (1) reduction of cash payments to the Excise TaxExecutive under this Agreement or otherwise; (2) reduction of other benefits paid or provided to Executive; and (3) reduction of vesting acceleration of equity awards under this Agreement or otherwise. If a reduction in payments two or benefits constituting "Parachute Payments" is necessary so that the Payment equals the Base Amount, the Payments shall be reduced more equity awards are granted on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall date, each award will be reduced on a pro rata basisbasis (dollar-for-dollar).

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement ("“Payment"”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code (the "Code"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "“Parachute Payments" ” is necessary so that the Payment equals the Base Reduced Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.

Parachute Payment. If any payment or benefit the Executive would receive pursuant to this Agreement ("“Payment"”) would (i) constitute a "“Parachute Payment" ” within the meaning of Section 280G of the Internal Revenue Code (the "“Code"”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "“Excise Tax"”), then such Payment shall be reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion of the Payment, which such amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive's ’s receipt, on an after-tax basis, of the greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting "“Parachute Payments" ” is necessary so that the Payment equals the Base Amount, the Payments shall be reduced on a nondiscretionary basis in such a way as to minimize the reduction in the economic value deliverable to Executive. Where more than one payment has the same value for this purpose and they are payable at different times they shall be reduced on a pro rata basis.